WHEREAS, L S Development Co., a Texas corporation, duly authorized to do business in the State of Colorado, is the owner of all of the following described real property situated in Teller County, Colorado, to wit: Highland Lakes Subdivision Filing No. 4, and

WHEREAS, the owner is desirous of protecting and preserving the present and future values of the above described property and desires to develop and maintain a first-class mountain subdivision, and

WHEREAS, the owner believes it necessary and proper to place the following covenants and restrictions on said property for the mutual protection and benefit of present and future owners of lots in said subdivision,

NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, L S Development Co. does hereby establish and declare the following covenants and restrictions upon the above described property and does hereby declare that all rights, titles and interest in and to all of the above described property shall henceforth be subject to the covenants and conditions as herein set forth:

1. MEMBERSHIP OF ARCHITECTURAL CONTROL COMMITTEE. An Architectural Control Committee is hereby established, consisting of three members. The initial Architectural Control Committee shall be composed of James S. Billups, Jr., F. B. Howes, Jr. and Gary D. Shoemaker.

2. OPERATION OF ARCHITECTURAL CONTROL COMMITTEE. The address of the Architectural Control Committee shall be care of L S Development Co., Suite 211, Garden Valley Center, Colorado Springs, Colorado 80906. A majority of the committee shall designate a representative to act for it. Neither the members of the committee nor the designated representative shall be entitled to compensation for services performed as a member of said committee. In the event of the death or resignation of any member of said committee, the remaining members of the committee shall have full authority to act and to designate a new member. At any time the then record owners of a majority of the lots in the subdivision shall have the power through a duly recorded written instrument to change the membership of the committee, provided, however, that until such time as three-quarters of the total number of lots in the subdivision have been sold by L S Development Co., L S Development Co. shall have the right to designate two members of said committee.

3. LAND USE AND BUILDING TYPE. Except for areas designated as Tracts, no lot is to be used for any purpose other than residential unless such non-residential use is approved by the Architectural Control Committee.

4. CONSTRUCTION CONTROL. No building shall be erected, placed or altered on any lot of the subdivision unless the building plans and location of the building, including its water system, and waste facilities have been approved by the Architectural Control Committee and the Teller County Health Department. Minimum ground floor area, exclusive of porches and garages, shall not be less than six hundred (600) square feet. Two copies of building plans and specifications will be submitted for review: one copy will be returned with comments and/or approval, the second copy will be retained as company records. Any plans for construction, which have been submitted to the Architectural Control Committee, and which have not been disapproved by such committee within thirty days, shall be deemed to have been approved by such committee. Construction begun on any lot in the subdivision shall be completed within two years from the date of commencement. The construction of dams, ponds, lakes or any activity affecting any water course in the subdivision shall be subject to the same control by the Architectural Control Committee as is provided for above with respect to structures. No structure of a temporary character and no mobile home, house trailer or camp trailer shall be affixed to any lot, unless the same is approved by the Architectural Control Committee. A culvert shall be installed in ditch or driveway to building site by Purchaser, in accordance with Teller County drainage regulations.

5. SUBDIVISION OR DIVIDING OF LOTS. No lot of less than four acres shall be divided. Lots of four acres or larger may be divided into parcels of no less than two acres each with the approval of the Architectural Control Committee. In the event of any subdividing or division, each such parcel shall be treated as one building site.

6. LOCATION OF STRUCTURES. No building or appurtenances thereto shall be located nearer than twenty-five feet from the exterior boundaries of the building site, and no septic tank or waste disposal facilities shall be located nearer than 75 feet of the boundaries of the building site, unless a variance from this covenant is approved by the Architectural Control Committee.

7. NUISANCES. No noxious or offensive activity shall be conducted on any portion of the property, nor shall anything be done, which may be or may become an annoyance or nuisance to the neighborhood. Hunting of any kind is forbidden throughout the subdivision.

8. LIVESTOCK AND POULTRY. No animals, livestock or poultry of any kind shall be raised, bred or kept on any lot, except that dogs, cats or other household pets may be kept, provided that they are not kept, bred or maintained for any commercial purposes, provided, however, that one horse (no stallion) may be kept on each lot. Arrangements for the keeping of a horse, including the construction of a barn, corral and fences, must be first approved by the Architectural Control Committee. The said premises shall be at all times kept clean and sanitary by frequent and proper removal and disposal of manure and other refuse.

9. OIL DRILLING AND MINING OPERATIONS. No oil drilling, oil development operations, oil refining, quarrying or mining operation of any kind shall be permitted upon or in any lot or tract, nor shall oil wells, oil tanks, mineral excavations, tunnels or shafts be permitted on any lot or tract unless such activity is under the control of the L S Development Co. No windmills shall be permitted.

10. SANITATION FACILITIES. No outside toilets shall be erected or maintained, and all lavatories and toilets shall be located inside the principal building and connected with waste disposal facilities which meet the approval of the Colorado State Health Department, Teller County Health Department and the Architectural Control Committee.

11. GARBAGE AND REFUSE DISPOSAL. Trash, garbage and other waste shall be kept in sanitary containers. Incinerators will not be utilized for the disposal of garbage and trash on the premises. Garbage and trash shall be disposed of by removal from the subdivision. No lot or portion thereof shall be used for dumping trash or garbage. Any items considered unsightly or offensive by the Architectural Control Committee shall be removed by the owner of the lot (on) which said items are located. No brush, trash or other material shall be burned, except in compliance with fire regulations of Teller County.

12. PROPERTY OWNERS ASSOCIATION. It is contemplated by the owner that a Property Owners Association shall be established to provide services not provided by governmental authorities to regulate community, recreational and fishing activities and facilities and to enforce these protective covenants. The L S Development Co. hereby agrees that it will maintain the roads in the subdivision until maintenance is assumed by Teller County, by the proposed Property Owners Association, or until June 1, 1975, whichever date is earlier. L S Development Co. will further maintain dams, recreational facilities and regulate fishing activities until such responsibilities are assumed by the Property Owners Association or until June 1, 1975, whichever date is earlier. L S Development Co. will further operate and maintain a community water system until the responsibility for the same has been assumed by a Property Owners Association or a Water District or until June 1, 1975, whichever date is earlier.

13. GENERAL PROVISIONS. These covenants are to run with the land and shall be binding upon all parties and all parties claiming under them for a period of twenty years from the date hereof, after which time said covenants shall be automatically extended for successive periods of ten years unless an instrument signed by a majority of the then owners of the lots in the subdivision has been recorded, agreeing to change said covenants in whole or in part.

14. ENFORCEMENT. Failure to enforce any restriction, condition, covenant or agreement herein contained shall in no event be deemed a waiver of the right to do so thereafter as to the same breach or as to one occurring prior to or subsequent thereto. Enforcement of these covenants shall be by proceedings at law or in equity against any person or persons violating or attempting to violate the same, either to restrain violation or to recover damages. The proposed Property Owners Association or the owner of any land in the subdivision shall have the right to seek enforcement of these covenants.

15. SEVERABILITY. Invalidation of any one or more of these covenants by Judgment or Court Order shall in no wise affect any of the other provisions, which shall remain in full force and effect.

Dated at Colorado Springs, Colorado, this sixteenth day of March 1972.